Private placements are alternative investments that are not available to the public. They do not need to be registered with the SEC.

Accredited investors generally buy these alternative investments. Brokers and financial advisors sell them as a low-risk way to raise capital.

However, one of the biggest issues with private placements is that brokers and financial advisors often recommend risky private placements to investors who do not know how alternative investments work or the risks involved.

While the broker or financial advisor may make money on fraudulent private placements, investors wind up suffering financial losses and fraud due to a bad investment.


Risks Associated With Private Placement Investments

Private PlacementThe SEC does not private placements to register with it. This means Securities and Exchange Commission (SEC) regulations do not govern these investments. They are susceptible to investment scams or shady brokers recommending these alternative investments to unsuitable investors. This could result in a high commission for the broker but financial loss for the investor.

Some of the most common problems associated with private placements include:

A High Potential for Fraud Due to Lack of Registration

Private placements are not subject to the rigorous registration process with the SEC that public offerings must undergo. This lack of oversight and transparency makes it easier for dishonest parties to engage in fraudulent activities, such as misrepresenting the investment opportunity or misusing investor funds.

Without the disclosure requirements and scrutiny of the SEC registration process, investors have limited access to information that could help them make informed decisions and identify potential red flags. Additionally, the absence of regulatory oversight means that there are fewer safeguards in place to protect investors from fraudulent practices.

They Are Incredibly Illiquid and You Cannot Quickly and Easily Sell Them

Private placements are considered restricted securities. This means you cannot freely trade them on public markets like stocks listed on major exchanges. This lack of liquidity poses a significant challenge for investors who may need to access their funds quickly or exit the investment.

Unlike publicly traded securities, which can be easily bought and sold on open markets, private placements have a limited pool of potential buyers. This makes it difficult to find a willing purchaser at a fair market value.

Investors may need to hold these illiquid investments for an extended period. This could potentially tie up their capital and limit their ability to respond to changing financial circumstances.

High-Risk Investments Are Often Sold to Unsuitable, Unknowledgeable Investors as “Low Risk”

Private placements are inherently complex investments. They often involve intricate legal structures, complex financial instruments, and unclear investment strategies. This makes it challenging for investors to fully understand the risks involved.

Unfortunately, some sellers may take advantage of this knowledge gap by misrepresenting these high-risk investments as low-risk opportunities. They may downplay or omit information about the potential risks, presenting a skewed picture to attract unsuspecting or inexperienced investors.

This deceptive practice can lead to significant financial losses for investors who may not have the knowledge to accurately assess the true risks associated with these investments.

Private Placement Fraud and Sales Abuse

Though private placements are unregulated and not under as much scrutiny as public, SEC-secured investments, brokers, and brokerage firms are required under federal securities laws to investigate any securities they recommend to investors, including private placements.

If a broker attempts to recommend a private placement investment to an investor but fails to inform the investor of the risk associated with it, this is considered a violation of the FINRA’s rules.

How To Avoid Private Placement Fraud

How To Avoid Private Placement FraudPrivate placements are incredibly complex investment tools. Only purchase them from a trusted, reputable brokerage firm.

First, do your research about the company that you are interested in investing with before investing. Your broker should discuss with you the risks associated with potential investments, as well as how the private placement can benefit your investment portfolio.

Therefore, if a broker sends you an unsolicited email or calls, offering you a “low-risk investment sure to make you money,” hang up immediately.

Brokers committing fraud generally look for unknowledgeable investors looking to make money. They omit the high risks associated with private placements to make a quick commission, regardless of whether it leads to financial losses for the investor.

It is best to exercise caution and skepticism when presented with investment opportunities that seem too good to be true.

Legitimate brokers and financial advisors will never guarantee returns or present investments as risk-free. They should provide comprehensive disclosure documents. They should thoroughly explain the risks and potential drawbacks. They should encourage you to seek independent advice from qualified professionals before making any investment decisions.

Furthermore, verify the broker’s credentials and registration status with regulatory bodies. Check with the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

These organizations maintain databases and resources that can help you confirm the legitimacy of brokers and investment firms. They can also help you check for any disciplinary actions or complaints against them.

Investing in private placements requires a high level of due diligence, risk tolerance, and financial sophistication. By remaining vigilant, conducting thorough research, and working with reputable professionals, you can better protect yourself from falling victim to private placement fraud.

If You Suffered Losses Due to an Unsuitable Private Placement Investment – Contact Oakes & Fosher

Richard Fosher, Attorney for Private Placement

Private Placement Lawyer, Richard Fosher

Oakes & Fosher dedicates its entire legal practice to helping investors across the nation. If you believe that you were the victim of private placement fraud, our dedicated securities fraud attorneys can help you determine if you have a valid case and fight to recover the money you lost due to an unsuitable private placement investment.

Please contact Oakes & Fosher today for a free and private consultation. We work on a contingency basis, which means that we won’t charge you any fees unless we collect compensation for you.


Oakes & Fosher, LLC

1401 South Brentwood Blvd.
Suite 250
St. Louis, MO 63144